|ARRAY BIOPHARMA INC filed this Form 10-K on 08/11/2017|
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Chairpersons”). Either Party shall have the right to change their JDRC Chairperson or JCC Chairperson from time to time by written notice to the other Party.
3.4 Committee Meetings. The JDRC and JCC shall meet at least twice each Calendar Year, or as more or less often as otherwise agreed to by the Parties. All Committee meetings may be conducted by telephone, video-conference or in person as determined by the applicable Committee; provided that the JDRC shall meet in person at least once each Calendar Year. Unless otherwise agreed by the Parties, all in-person meetings for each Committee shall be held on an alternating basis between Array’s facilities and Ono’s facilities. In addition to the regular meetings, either Party may request an ad-hoc meeting of the JDRC and JCC to solve any specific issues from time to time. Each Party shall bear its own personnel and travel costs and expenses relating to Committee meetings. With the consent of the Parties (not to be withheld unreasonably), other employee representatives of the Parties may attend any Committee meeting as non-voting observers.
(a) Escalation; Default Rules for Resolution. With respect to any decisions delegated to the Committees, decisions of each Committee shall be made by unanimous vote, with at least one (1) representative from each Party participating in any vote. The JDRC and JCC shall use good faith efforts to reach consensus on matters within its decision-making authority. In the event the JDRC or JCC fails to reach unanimous agreement with respect to a particular matter within its authority, then such matter shall be referred to an executive of each Party who is senior in rank and authority to such Party’s JDRC or JCC representatives (“Senior Executive(s)”) who shall meet promptly and negotiate in good faith to resolve the dispute. If, despite such good faith efforts, the Senior Executives are unable to resolve such dispute (each, a “Committee Dispute”), then, Ono shall have the casting vote for the matter, except for those matters expressly set forth in Section 3.5(b) below; provided, however, any and all casting votes shall be made in good faith, and after good faith consideration of Array’s comments or requests on such matters, and with due regard for the impact of such casting vote on Development and Commercialization of the Products outside the Ono Territory.
(b) Exceptions to Default Rules for Resolution.
(i) To the extent the subject of a Committee Dispute is a modification of the Development Plan or the design or protocol of a Clinical Study to be conducted thereunder, Ono shall cast the deciding vote on such matter; provided that such deciding vote shall be subject to and limited by the following:
(A) If such Committee Dispute relates to whether a new Indication outside oncology should be included in the Development Plan, then such matter shall be determined in accordance with Section 17.2 (and such determination shall become the decision of the JDRC);